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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K/A
 (Amendment No. 1)
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
 For the fiscal year ended December 31, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to .
 Commission File Number: 0-17932
 Web.com, Inc.
 ( )
 Minnesota
    
    41-1404301(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 303 Peachtree Center Avenue, Suite 500
Atlanta, GA 30303  )
 (404) 260-2477
  Title of each class
    
    Name of each exchange on which registeredCommon Stock, par value $.01 per share
    
    NASDAQ Global Market
  None
  o þ
  o þ
  þ o
 þ
  o þ o
  o þ
    None




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Explanatory Note




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##### 



TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers and Corporate
Governance
    
    
    1Item 11. Executive Compensation
    
    
    4Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
    
    
    18Item 13. Certain Relationships and Related Transactions, and
Director Independence
    
    
    19Item 14. Principal Accountant Fees and Services
    
    
    20SignaturesEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFO




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PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Executive Officers, Key Employees and Directors of the Registrant
  Name
    
    Age
    
    PositionJeffrey Stibel*
    
    
    33
    
    
    President, Chief Executive Officer and DirectorGonzalo Troncoso*
    
    
    45
    
    
    Executive Vice President and Chief Financial OfficerVikas Rijsinghani
    
    
    38
    
    
    Senior Vice President and Chief Technology OfficerJudy Hackett*
    
    
    47
    
    
    Senior Vice President and Chief Marketing OfficerJonathan B. Wilson
    
    
    41
    
    
    Senior Vice President, Legal and Corporate DevelopmentSeymour Holtzman
    
    
    71
    
    
    Chairman, Board of DirectorsJohn B. Balousek
    
    
    61
    
    
    DirectorJohn P. Crecine
    
    
    67
    
    
    DirectorEfrem Gerszberg
    
    
    32
    
    
    DirectorAlex Kazerani
    
    
    34
    
    
    DirectorRobert Lee
    
    
    58
    
    
    DirectorRobert T. Slezak
    
    
    49
    
    
    Director
 
 *
    
    Denotes an executive officer JEFFREY M. STIBEL
 GONZALO TRONCOSO
 VIKAS RIJSINGHANI
 1




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##### Table of Contents



JUDY HACKETT
 JONATHAN B. WILSON Internet Forms and Commentary: A
Practitioners Guide to E-Commerce Contracts and the World Wide Web Out of Balance: Prescriptions for Reforming the American Litigation
System
 SEYMOUR HOLTZMAN
 JOHN B. BALOUSEK
 2




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DR. JOHN PATRICK CRECINE
 EFREM GERSZBERG
 ALEX KAZERANI
 ROBERT LEE
 ROBERT T. SLEZAK
 Audit Committee
  3




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Code of Ethical Conduct
 www.web.com
 Section 16(a) Beneficial Ownership Reporting Compliance
  
 Item 11. Executive Compensation
 COMPENSATION DISCUSSION AND ANALYSIS
 Compensation Philosophy
    
    
    Attract, retain, motivate and reward highly qualified executive officers who create
value for our stockholders;
    
    Embody and reinforce a pay-for-performance culture that provides rewards to
employees based on job performance, and contribution to the company;
    
    Create an Ownership culture throughout the Company, which is critical to our
long-term success in the marketplace; and
 4




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
    
    Reflect the financial resources available to us based on our board approved annual
business plan and our strategic objective to increase stockholder value.
  
    
    Annual base salaries that are competitive relative to other public technology
companies in our peer group;
    
    Long-term incentive compensation that is delivered predominantly through stock
option and stock awards; and
    
    Annual variable incentive bonuses that are principally based on financial
performance.
  Governance of Executive Compensation
   
    
    Establish and review the overall compensation philosophy of the company;
    
    Review and approve the companys corporate goals and objectives that are relevant to
the compensation for the CEO and other executive officers;
    
    Evaluate the performance of the CEO and other senior executive team members;
    
    Approve or recommend to the Board for approval the compensation of the other
executive officers;
    
    Evaluate executive compensation programs, policies and procedures concerning
executive perquisites and expense accounts, employee benefits plans; and
    
    Assess equity-based plans and approve (or recommend for Board approval) new plans in
these areas.
   5




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
    
    Approved grants of stock options and restricted stock awards to executive officers
and executive team members; and
    
    Approved base salaries (along with increases), incentive targets and performance
objectives for 2007 and annual incentive payments for 2006 performance for the CEO and
other executive officers.
 Compensation Program Objectives
   
    
    Base salaries were generally consistent with the competitive 50th
percentile;
    
    Total cash compensation targets (annual base salary plus quarterly variable
incentive bonuses) were targeted at the 75th percentile, as the Committee
considered total cash targets to be appropriate, based on the goals and objectives of
the compensation program(s); and
    
    Equity award levels were consistent with competitive ranges.
 Compensation Program Elements
  6




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Base Salary
  
    
    the individuals responsibilities;
    
    performance;
    
    overall contributions to the Companys success;
    
    current total compensation (salary, bonus and equity);
    
    tenure in the job/experience; and
    
    internal and external equity (process concerning external benchmarking outlined
above).
  Annual Bonus Plan
   
    
    Formal Review Process
    
    Department EVP/SVP
    
    Approval/Discretion of the CEO
   Long-Term Incentive Compensation
   7




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Employee Benefits and Executive Perquisites
  Executive Agreements
  Accounting for Stock-Based Compensation
  Conclusions
  8




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COMPENSATION COMMITTEE REPORT
   Compensation Committee
 COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  9




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SUMMARY COMPENSATION TABLE
  Salary
    
    Bonus
    
    Stock
    
    OptionName and Principal Position
    
    Year
    
    ($)
    
    ($)(1)
    
    Awards($)(2)
    
    Awards($)(3)
    
    Total ($)Jeffrey M. Stibel
    
    
    2006
    
    
    
    42,418
    
    
    
    141,760
    
    
    
    44,516
    
    
    
    2,827,757
    (4)
    
    
    3,056,451President, Chief Executive Officer
and DirectorGonzalo Troncoso
    
    
    2006
    
    
    
    192,562
    
    
    
    35,148
    
    
    
    22,258
    
    
    
    358,253
    
    
    
    608,221Executive Vice President and
Chief Financial OfficerJudy Hackett
    
    
    2006
    
    
    
    145,110
    
    
    
    13,050
    
    
    
    11,129
    
    
    
    196,589
    
    
    
    365,878Senior Vice President and
Chief Marketing OfficerRichard A. Pitrolo, Former
    
    
    2006
    
    
    
    132,362
    
    
    
    
    
    
    
    12,334
    
    
    
    329,753
    
    
    
    474,449Executive Vice President,
Chief Operations Officer (5)
 
 (1)
    
    Represents cash bonuses paid to the executive officers. For 2006, the Compensation Committee
approved a partial payment to the named executive officers serving at December 31, 2006 of an
aggregate bonus equal to approximately 60% of the total bonus pool. The compensation
committee, based on a recommendation from our CEO and SVP, Human Resources, made this decision
based on several factors, such as organic revenue and subscriber growth and cost reduction
accomplishments; all considered considerable milestones associated with our turn-around plan.(2)
    
    Represents restricted shares of the Companys common stock granted under the Companys 2006
Equity Incentive Plan in accordance with SFAS No. 123(R). Pursuant to SEC rules, the amounts
shown exclude the impact of estimated forfeitures related to service-based vesting conditions.
For additional information on the valuation assumptions with respect to these grants, refer
to Note 16 to our consolidated financial statements in the Annual Report on Form 10-K for the
year ended December 31, 2006, as filed with the SEC.(3)
    
    This column represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2006 fiscal year for the fair value of stock options granted to
each of the named executives, in 2006 as well as prior fiscal years, in accordance with SFAS
No. 123(R). Pursuant to SEC rules, the amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. For additional information on the
valuation assumptions with respect to the 2006 grants and prior year grants, refer to Note 16
to our consolidated financial statements in the Annual Report on Form 10-K for the year ended
December 31, 2006, as filed with the SEC.(4)
    
    Includes $2,233,847 expense for stock options granted in 2005. Mr. Stibel elected to receive
no base salary in 2005 and the greater part of 2006 until his salary agreement was amended
effective November 1, 2006.(5)
    
    Mr. Pitrolos employment with the Company terminated on September 1, 2006. 10




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GRANTS OF PLAN-BASED AWARDS IN FISCAL 2006
  Per Share
    
    GrantExercise
    
    Date FairAll Other Option
    
    Or Base
    
    Value ofNumber of
    
    Awards: Number
    
    Price of
    
    Stock andShares of
    
    Of Securities
    
    Option
    
    OptionGrant
    
    Plan
    
    Stock or
    
    Underlying
    
    Awards
    
    AwardsName
    
    Date
    
    Name
    
    Units (#)(1)
    
    Options (#)
    
    ($/Sh) (2)
    
    ($)(3)Jeffrey Stibel
    
    
    3/31/2006
    
    
    
    2006
    
    
    
    
    
    
    
    150,000
    
    
    
    5.93
    
    
    
    593,9103/31/2006
    
    
    
    2006
    
    
    
    50,000
    
    
    
    
    
    
    
    5.93
    
    
    
    296,500Gonzalo Troncoso
    
    
    3/31/2006
    
    
    
    2006
    
    
    
    
    
    
    
    75,000
    
    
    
    5.93
    
    
    
    296,9559/7/2006
    
    
    
    2005
    
    
    
    
    
    
    
    100,000
    
    
    
    4.50
    
    
    
    271,6103/31/2006
    
    
    
    2006
    
    
    
    25,000
    
    
    
    
    
    
    
    5.93
    
    
    
    148,250Judy Hackett
    
    
    3/31/2006
    
    
    
    2006
    
    
    
    
    
    
    
    37,500
    
    
    
    5.93
    
    
    
    148,4783/31/2006
    
    
    
    2006
    
    
    
    12,500
    
    
    
    
    
    
    
    5.93
    
    
    
    74,125Richard A. Pitrolo
    
    
    3/31/2006
    
    
    
    2006
    
    
    
    
    
    
    
    75,000
    
    
    
    5.93
    
    
    
    296,9553/31/2006
    
    
    
    2006
    
    
    
    25,000
    
    
    
    
    
    
    
    5.93
    
    
    
    148,250
 
 (1)
    
    Represents restricted stock awards that vest 50% after four consecutive quarters of
positive adjusted net income as defined by the award, with the remaining 50% vesting after
another four consecutive quarters of positive adjusted net income.(2)
    
    The exercise price of options granted in 2006 is equal to the closing price of
Web.coms common stock on the applicable grant date, as reported on the NASDAQ Global Market.(3)
    
    The grant date fair value is computed in accordance with SFAS No. 123(R)
utilizing the assumptions discussed in Note 16 to our consolidated financial statements in
our Annual Report on Form 10-K for the year ended December 31, 2006, without giving effect to
estimated forfeitures.  11




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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2006
  Option Awards
    
    Stock AwardsNumber
    
    MarketNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    of
    
    Value ofSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares orUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units ofUnexercised
    
    Unexercised
    
    Option
    
    
    
    
    
    Stock
    
    Stock ThatOptions
    
    Options
    
    Exercise
    
    Option
    
    That
    
    Have Not(Exercisable)
    
    (Unexercisable)
    
    Price
    
    Expiration
    
    Have Not
    
    Vested (5)Name
    
    (#)
    
    (#)
    
    ($)
    
    Date
    
    Vested
    
    ($)Jeffrey Stibel
    
    
    1,675,000
    
    
    
    
    
    
    
    2.29
    
    
    
    7/28/2013
    
    
    
    50,000
    
    
    
    209,500150,000
    
    
    
    
    
    
    
    5.93
    
    
    
    3/31/2016
    
    
    
    
    
    
    
    Gonzalo
Troncoso
    
    
    2,858
    
    
    
    
    
    
    
    31.90
    
    
    
    3/22/2011
    
    
    
    25,000
    
    
    
    104,7501,500
    
    
    
    
    
    
    
    17.30
    
    
    
    6/11/2011
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    21.40
    
    
    
    1/15/2012
    
    
    
    
    
    
    
    2,500
    
    
    
    
    
    
    
    11.00
    
    
    
    1/13/2013
    
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    3.33
    
    
    
    7/29/2014
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    3.01
    
    
    
    12/20/2014
    
    
    
    
    
    
    
    19,427
    
    
    
    30,573
    
    
    
    2.86
    
    
    
    10/12/2015
    (1)
    
    
    
    
    
    
    75,000
    
    
    
    
    
    
    
    5.93
    
    
    
    3/31/2016
    
    
    
    
    
    
    
    
    
    
    
    99,998
    
    
    
    4.50
    
    
    
    9/7/2016
    (2)
    
    
    
    
    
    
    Judy Hackett
    
    
    16,648
    
    
    
    33,352
    
    
    
    4.24
    
    
    
    12/5/2015
    (3)
    
    
    12,500
    
    
    
    52,37537,500
    
    
    
    
    
    
    
    5.93
    
    
    
    3/31/2016
    
    
    
    
    
    
    
    
 
 (1)
    
    The option awards vested as to 33.3% after the first year on October 12, 2006 and the
balance vests in equal monthly installments, or 2.78% of the total, over the remaining two
year period(2)
    
    The option awards vested as to 33.3% after the first year on September 7, 2006 and the
balance vests in equal monthly installments, or 2.78% of the total, over the remaining two
year period.(3)
    
    The option awards vested as to 33.3% after the first year on December 5, 2006 and the balance
vests in equal monthly installments, or 2.78% of the total, over the remaining two year
period.(4)
    
    The restricted stock awards vest 50% after four consecutive quarters of positive adjusted net
income as defined by the award, with the remaining 50% vesting after another four consecutive
quarters of positive adjusted net income.(5)
    
    The aggregate values in this column were computed by multiplying the number of unvested
shares in the preceding column by the closing price of our stock on the NASDAQ Global Market
on December 29, 2006 (the last trading day of the year).  12




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OPTION EXERCISES AND STOCK VESTED IN FISCAL YEAR 2006
  Option AwardsNumber of
    
    ValueShares Acquired
    
    Realized onName
    
    on Exercise
    
    Exercise(1)Jeffrey Stibel
    
    
    25,000
    
    
    $
    42,250Gonzalo Troncoso
    
    
    
    
    
    
    Judy Hackett
    
    
    
    
    
    
    Richard A. Pitrolo
    
    
    7,000
    
    
    $
    7,789
 
 (1)
    
    The value realized is calculated by subtracting the exercise price from the market
value of a share of common stock on the NASDAQ Global Market on the date of exercise. DIRECTOR COMPENSATION
     13




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Fees Earned
    
    Stock
    
    Optionor Paid in
    
    Awards
    
    Awards
    
    TotalName
    
    Cash ($) (1)
    
    ($) (2)
    
    ($)
    
    ($)John B. Balousek
    
    
    20,833
    
    
    
    8,903
    
    
    
    39,594
    
    
    
    69,330John P. Crecine
    
    
    20,833
    
    
    
    8,903
    
    
    
    39,594
    
    
    
    69,330Efrem Gerszberg
    
    
    20,833
    
    
    
    8,903
    
    
    
    39,594
    
    
    
    69,330Seymour Holtzman
    
    
    29,167
    
    
    
    8,903
    
    
    
    79,188
    
    
    
    117,258Alex Kazerani
    
    
    20,833
    
    
    
    8,903
    
    
    
    39,594
    
    
    
    69,330Robert Lee
    
    
    22,500
    
    
    
    8,903
    
    
    
    59,391
    
    
    
    90,794Robert T. Slezak
    
    
    25,000
    
    
    
    8,903
    
    
    
    59,391
    
    
    
    93,294
 
 (1)
    
    This column shows the aggregate fees earned or paid in cash in 2006
for services on our Board and Board committees, as discussed in the text
above.(2)
    
    On March 31, 2006, all current independent directors were granted
shares of restricted common stock, as discussed above. Employment Contracts, Termination of Employment and Change in Control Arrangements
  Jeffrey M. Stibel
    14




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Gonzalo Troncoso
    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
  15




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Cash
    
    Value ofSeverance
    
    Acceleration
    
    Total Termination/Payment
    
    of Equity
    
    Change in Control($)(1)
    
    Awards ($)(2)
    
    Benefits ($)Jeffrey M. StibelTermination upon death
    
    
    350,000
    
    
    
    
    
    
    
    350,000Termination upon disability
    
    
    350,000
    
    
    
    
    
    
    
    350,000Termination without Cause
or for Good Reason
    
    
    350,000
    
    
    
    
    
    
    
    350,000Termination within 6
months of Change in
Control
    
    
    350,000
    
    
    
    
    
    
    
    350,000Change in Control without
termination
    
    
    
    
    
    
    
    
    
    
    Gonzalo TroncosoTermination upon death
    
    
    
    
    
    
    
    
    
    
    Termination upon disability
    
    
    
    
    
    
    
    
    
    
    Termination without Cause
or for Good Reason
    
    
    112,500
    
    
    
    40,662
    
    
    
    153,162Termination within 6
months of Change in
Control
    
    
    
    
    
    
    
    
    
    
    Change in Control without
termination
    
    
    
    
    
    
    40,662
    
    
    
    40,662
 
 (1)
    
    Represents lump sum cash severance payment as provided in executives employment
agreement, and all accrued compensation through termination date.(2)
    
    Intrinsic value of shares subject to accelerated vesting based on the closing price of
our common stock on December 29, 2006 of $4.19, as reported by NASDAQ. Reflects acceleration
of vesting as provided in stock option agreements and, if applicable, the executives
employment agreement. 16




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Equity Compensation Plan Information
  Number of securities
    
    Weighted average
    
    Number of securities remainingto be issued upon
    
    exercise price of
    
    available for future issuanceexercise of
    
    outstanding
    
    under equity compensation plansoutstanding options,
    
    options, warrants
    
    (excluding securities reflected inwarrants and rights
    
    and rights
    
    column (a))(a)(1)
    
    (b)(1)
    
    (c)(1)Plans Approved by
Shareholders
    
    
    1,628,341
    
    
    $
    8.99
    
    
    
    916,066Plans Not Approved
by Shareholders
    
    
    1,900,000
    
    
    $
    2.29
    
    
    
    
 
 (1)
    
    Excludes 39,472 shares of common stock to be issued upon the exercise of options issued under
the 1999 Stock Incentive Plan of Interland-Georgia, Inc. (the 1999 Plan), which options have
a weighted average exercise price of $29.54. The Company assumed the outstanding options
under the 1999 Plan when the Company acquired Interland-Georgia on August 6, 2001. Description of Plans Not Approved by Shareholders
  Number
    
    Exercise
    
    ExpirationName
    
    of Shares
    
    Price
    
    DatePeter Delgrosso
    
    
    200,000
    
    
    $
    2.29
    
    
    
    7/28/2013Jeffrey Stibel
    
    
    1,700,000
    
    
    $
    2.29
    
    
    
    7/28/2013
   17




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Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
   Web.com, Inc.Common StockAmount and Natureof
    
    PercentBeneficial
    
    ofName of Beneficial Owner
    
    Ownership (1)
    
    ClassJeffrey M. Stibel
    
    
    2,274,233
    
    
    
    13.5
    %PAR Investment Partners, L.P. (2)
    
    
    2,000,000
    
    
    
    11.9
    %Dimensional Fund Advisors LP. (3)
    
    
    1,246,884
    
    
    
    7.4
    %Kinderhook Partners, L.P.
    
    
    1,173,811
    
    
    
    7.0
    %Seymour Holtzman/ S.H. Holdings, Inc. (4)
    
    
    940,172
    
    
    
    5.6
    %Gonzalo Troncoso (6)
    
    
    123,682
    
    
    
    *Robert T. Slezak
    
    
    109,850
    
    
    
    *Robert Lee
    
    
    50,000
    
    
    
    *John B. Balousek
    
    
    58,000
    
    
    
    *Judy Hackett (7)
    
    
    83,263
    
    
    
    *Alex A. Kazerani
    
    
    65,000
    
    
    
    *John Patrick Crecine
    
    
    42,300
    
    
    
    *Efrem Gerszberg (8)
    
    
    22,000
    
    
    
    *Richard A. Pitrolo
    
    
    
    
    
    
    *All current directors and executive officers as a Group (10 persons) (9)
    
    
    3,768,500
    
    
    
    22.3
    %
 
 *
    
    Less than 1%(1)
    
    Entities named in the table have sole voting and investment power with respect to all
shares beneficially owned, subject to community property laws where applicable.(2)
    
    Information is based in part on Schedule 13G filed on February 12, 2002 by PAR Investment
Partners, L.P. Represents 2,000,000 shares held by PAR Investment Partners, L.P. (PAR
Investment), of which PAR Group, L.P. is a general partner. PAR Capital Management, Inc.
provides investment management services for PAR Investment. Edward L. Shapiro, who served as a
member of the Board of Directors of Web.com from March 2002 to August 2005, is a Vice
President and shareholder of PAR Capital Management, Inc., and a limited partner of PAR Group,
L.P. PAR Capital Management, Inc. is a reporting company under the Exchange Act. The principal
office for PAR Investment, PAR Group, L.P. and PAR Capital Management, Inc. is One Financial
Center, Suite 1600, Boston, Massachusetts 02111.(3)
    
    Information is based on Schedule 13F-HR filed on April 18, 2007 for the quarter ended March
31, 2007. Dimensional Fund Advisors, LP (formerly, Dimensional Fund Advisors Inc.) is the
institutional investment manager for the following funds which hold the stock: DFA US Small
Cap Value Portfolio; DFA Tax-Managed US Small Cap Value Portfolio; DFA US Micro Cap Portfolio;
DFA US Small Cap Portfolio; DFA Tax-Managed US Small Cap Portfolio; DFA Tax-Managed US
Marketwide Value Portfolio; DFA Variable-Small Value Portfolio; DFA Tax-Managed US Equity
Portfolio; SA US Small 18




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Company Fund; and DFA US Small Xm Value Portfolio. The principal office for Dimensional Fund
Advisors, LP is 1299 Ocean Avenue, 11th Floor, Santa Monica, California 90401.(4)
    
    Includes information is based on Schedule 13G/A filed on February 13, 2007. The Schedule
13G/A indicates that the shares are beneficially owned by Kinderhook Partners, LP,
Kinderhook GP, LLC, its general partner and Stephen J. Clearman, its managing member.
The principal office for Kinderhook Partners, LP is One Executive Drive, Suite 160, Fort Lee,
New Jersey 07024.(5)
    
    Includes 896,172 shares held by S.H. Holdings, Inc. Information is based in part on Schedule
13D filed jointly by Mr. Holtzman, Jewelcor Management, Inc. and S.H. Holdings, Inc. on July
21, 2004. Mr. Holtzman may be deemed to have shared voting and investment power over 896,172
shares beneficially owned by Jewelcor Management Inc. (JMI), of which Mr. Holtzman is the
chairman, president and chief executive officer and indirectly, with his wife, the primary
shareholder. The principal office for both companies is 100 N. Wilkes Barre Blvd., Wilkes
Barre, Pennsylvania 18702.(6)
    
    Includes 2,780 shares subject to options held by Mr. Troncoso that are exercisable within 60
days after March 31, 2007.(7)
    
    Includes 2,780 shares subject to options held by Ms. Hackett that are exercisable within 60
days after March 31, 2007.(8)
    
    Does not include shares held by Jewelcor Management, Inc. and S. H. Holdings, Inc. Mr.
Gerszberg is an officer of Jewelcor Management, but does not exercise control over its
securities.(9)
    
    Includes 12,510 shares subject to options held by the directors and officers that are
exercisable within 60 days after March 31, 2007. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Review and Approval of Related Person Transactions
 Reportable Related Person Transactions
 
    
    in which the amount involved exceeds $120,000; and
    
    in which any director, nominee for director named in this proxy statement,
executive officer, shareholder who beneficially owns 5% or more of our common stock or
any member of their immediate family had or will have a direct or indirect material
interest.
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Independence of the Board of Directors
 
 Item 14. Principal Accounting Fees and Services
  Years endedDecember 31,
    
    Year ended2006 and 2005
    
    August 31, 2005($)
    
    ($)Audit Fees (1)
    
    
    1,414,000
    
    
    
    1,037,596Audit Related Fees (2)
    
    
    44,623
    
    
    
    24,168All Other
Fees (3)
    
    
    1,500
    
    
    
    1,500
 
 (1)
    
    Audit fees consist of fees incurred for the audits of our annual consolidated financial
statements and internal control over financial reporting, review of our consolidated quarterly
financial statements on Form 10-Q for the first three quarters of 2006, two additional
quarterly reviews, and the audit of the four month period ended December 31, 2005 due to the
Companys change in fiscal year end to December 31 from August 31.(2)
    
    Includes $28,483 for assistance to the Company related to SEC comment letters and $16,140 for
audit of legacy 401(k) Plan performed by PricewaterhouseCoopers LLP(3)
    
    Includes fee for license of research software.   20




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SIGNATURES
  WEB.COM, INC.Date: April 27, 2007
    
    /s/ Gonzalo TroncosoBy:
    
    Gonzalo TroncosoExecutive Vice President,Chief Financial Officer
  Signature
    
    Title
    
    Date/s/ Jeffrey M. Stibel

Jeffrey M. Stibel
    
    Chief Executive Officer (principal executive officer)
    
    April 27, 2007/s/ Gonzalo Troncoso

Gonzalo Troncoso
    
    Executive Vice President and Chief Financial Officer

(principal accounting officer)
    
    April 27, 2007/s/ John B. Balousek

John B. Balousek
    
    Director
    
    April 27, 2007/s/ John Patrick Crecine

John Patrick Crecine
    
    Director
    
    April 27, 2007/s/ Efrem Gerszberg

Efrem Gerszberg
    
    Director
    
    April 27, 2007/s/ Seymour Holtzman

Seymour Holtzman
    
    Chairman of the Board of Directors
    
    April 27, 2007/s/ Alex Kazerani

Alex Kazerani
    
    Director
    
    April 27, 2007/s/ Robert T. Slezak

Robert T. Slezak
    
    Director
    
    April 27, 2007
 21